UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (MARK ONE)
     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2002.

                                       OR

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

              For the transition period from ________ to ________.

                          Commission File No. 000-27277

                                   DTOMI, INC.

             (Exact name of registrant as specified in its charter)

                  Nevada                                    98-0207554
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

        200 NINTH AVENUE NORTH, SUITE 220, SAFETY HARBOR, FLORIDA, 34965
               (Address of principal executive offices, zip code)

                                 (727) 723-8664
              (Registrant's telephone number, including area code)

            285B LAKEVIEW BOULEVARD, COCOA, FLORIDA 32926, APRIL 30TH
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [_]

As of March 15, 2002 there were  17,366,576  shares of the  Registrant's  common
stock, $0.001 par value per share, outstanding.

Transitional Small Business Disclosure Format (check one):
[ ] Yes [X] No

<PAGE>

                                   DTOMI, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE PERIOD ENDED MARCH 31, 2002

                                      INDEX

PART I - FINANCIAL INFORMATION .............................................
   ITEM 1.     Financial Statements ........................................

      CONSOLIDATED BALANCE SHEETS ..........................................

      CONSOLIDATED STATEMENTS OF OPERATIONS ................................

      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ......................

      CONSOLIDATED STATEMENTS OF CASH FLOWS ................................

   ITEM 2.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations .........................

   PART II - OTHER INFORMATION .............................................

   ITEM 1.     Legal Proceedings ...........................................

   ITEM 2.     Changes in Securities and Use of Proceeds ...................

   ITEM 3.     Defaults Upon Senior Securities .............................

   ITEM 4.     Submission of Matters to a Vote of Security Holders .........

   ITEM 5.     Other Information ...........................................

   ITEM 6.     Exhibits and Reports on Form 8-K ............................

SIGNATURES .................................................................

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 MARCH 31, 2002
                                 --------------

                                   (Unaudited)

                                     ASSETS
                                     ------

CURRENT ASSETS
Cash                                                               $      9,548
                                                                   ------------
TOTAL CURRENT ASSETS                                                      9,548
                                                                   ------------

PROPERTY AND EQUIPMENT, NET                                             282,642
                                                                   ------------

TOTAL ASSETS                                                       $    292,190
                                                                   ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Notes and loans payable                                            $    908,345
Notes and loans payable to related parties                               88,522
Accounts payable                                                        259,470
Accounts payable to related party                                       297,134
                                                                   ------------
TOTAL CURRENT LIABILITIES                                             1,553,471
                                                                   ------------


STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 25,000,000 shares
   authorized, None shares issued and outstanding                            --
Common stock, $0.001 par value, 100,000,000 shares
   authorized, 15,772,794 shares issued and outstanding                  15,773
Common stock issuable (15,000 shares at par value)                           15
Additional paid-in capital                                            5,583,022
Deficit accumulated during development stage                         (4,786,635)
                                                                   ------------
                                                                        812,175
Less: deferred compensation                                          (2,073,456)
                                                                   ------------
TOTAL STOCKHOLDERS' DEFICIENCY                                       (1,261,181)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $    292,190
                                                                   ============

See accompanying notes to consolidated financial statements.

<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            From
                                                                                     September 20, 2000
                                                                                    (Inception) to March
                                                      Three Months Ended March 31,        31, 2002
                                                      --------------------------------------------------
                                                          2002             2001

<S>                                                   <C>              <C>              <C>
REVENUES                                              $         --     $     10,166     $     11,837
Cost of sales                                                   --             (198)            (213)
                                                      ------------     ------------     ------------
GROSS PROFIT                                                    --            9,968           11,624
                                                      ------------     ------------     ------------

OPERATING EXPENSES
Compensation                                               185,318           46,283        2,055,205
Consulting                                                  12,475           68,992        1,118,458
Depreciation and amortization                                   --           26,053           78,076
General and administrative                                  22,946          157,285          319,329
Professional fees                                          240,139               --          472,812
Rent                                                         5,136            7,632           35,664
Impairment loss                                                 --               --           88,010
Sales, marketing and advertising                                --           51,762           75,664

TOTAL OPERATING EXPENSES                                   466,014          358,007        4,243,218
                                                      ------------     ------------     ------------

Loss from Operations                                      (466,014)        (348,039)      (4,231,594)

OTHER INCOME (EXPENSE)
Other income                                                    --           36,750           36,466
Settlement loss expense                                   (322,000)              --         (545,831)
Interest expense                                                --             (863)         (45,676)
                                                      ------------     ------------     ------------
TOTAL OTHER EXPENSE, NET                                  (322,000)          35,887         (555,041)

NET LOSS                                              $   (788,014)    $   (312,152)    $ (4,786,635)
                                                      ============     ============     ============

Net loss per share - basic and diluted                $      (0.06)    $      (0.03)    $      (0.56)
                                                      ============     ============     ============

Weighted average number of shares outstanding
  during the period - basic and diluted                 14,062,374       11,738,905        8,556,879
                                                      ============     ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            From
                                                                                     September 20, 2000
                                                                                    (Inception) to March
                                                      Three Months Ended March 31,        31, 2002
                                                      --------------------------------------------------
                                                          2002             2001

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>              <C>              <C>
Net loss                                              $   (788,014)    $   (312,152)    $ (4,786,635)
Adjustments to reconcile net loss to net cash
  used in operating activities:
Stock based expenses                                       472,318               --        2,937,748
Bad debt                                                        --               --            1,125
Depreciation                                                    --           26,053           78,076
Impairment loss and other asset write-offs                      --               --           37,249
Settlement loss                                                 --               --           70,241
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable                                             --           (1,402)              --
Increase (decrease) in:
Accounts payable                                           224,144           96,744          540,699
Accrued expenses                                                --            9,230               --
Note payable                                                15,000               --           15,000
                                                      ------------     ------------     ------------
NET CASH USED IN OPERATING ACTIVITIES                      (76,552)        (181,528)      (1,106,497)
                                                      ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                              --               --           (2,700)
Cash portion of asset purchase                                  --               --         (152,207)
Deposit                                                         --           (6,994)              --
                                                      ------------     ------------     ------------
NET CASH USED IN INVESTING ACTIVITIES                           --           (6,994)        (154,907)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash acquired in asset purchase                                 --               --            9,740
Proceeds from loans and notes payable                       86,000           59,100        1,093,612
Equity proceeds                                                100          155,000          167,600

NET CASH PROVIDED BY FINANCING ACTIVITIES                   86,100          214,100        1,270,952
                                                      ------------     ------------     ------------

Net Increase (Decrease) in Cash                              9,548           25,578            9,548

Cash and Cash Equivalents at Beginning of Period                --           10,023               --
                                                      ------------     ------------     ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $      9,548     $     35,601     $      9,548
                                                      ============     ============     ============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                 --------------
                                   (Unaudited)

NOTE 1    BASIS OF PRESENTATION
-------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
and the rules and  regulations  of the  Securities  and Exchange  Commission for
interim  financial  information.  Accordingly,  they  do  not  include  all  the
information  and  footnotes  necessary  for  a  comprehensive   presentation  of
financial position and results of operations.

It is management's opinion,  however, that all material adjustments  (consisting
of normal recurring  adjustments)  have been made which are necessary for a fair
financial  statement  presentation.  The results for the interim  period are not
necessarily indicative of the results to be expected for the year.

For further information, refer to the audited financial statements and footnotes
of International  Manufacturers  Gateway, Inc. (See Note 3) for the years ending
December 31, 2001 and 2000 included in the Company's Form 8-K/A.

NOTE 2    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------------------------------

     (A)  NATURE OF BUSINESS

     On January  21,  2002,  (the  "Recapitalization  Date")  Dtomi,  Inc.  (the
     "Company" or "Dtomi"),  which was  incorporated  under the law of Nevada on
     June 12,  1998 and had been  inactive  since  that date,  acquired  certain
     assets and  assumed  certain  liabilities  of  International  Manufacturers
     Gateway,  Inc.  ("IMG") in exchange for  9,673,794  shares of the Company's
     common stock.  As a result,  IMG obtained an approximate 58% voting control
     in the  Company.  (See Note 3) IMG was  incorporated  under the laws of the
     State of  Delaware  on  September  20,  2000 to be a  successor  company to
     American Manufacturers.com, Inc. ("AMC"). In December 2000, AMC reorganized
     by selling substantially all its assets and liabilities to IMG.

     AMC's  intention  was  to  create  an  Internet   business   community  for
     business-to-business   e-commerce  specific  to  manufacturing  by  linking
     America's  manufacturers  into  one  buying  and  selling  community.  Upon
     reorganization  into IMG,  the  strategy was changed to being a provider of
     marketing intelligence data.

     Dtomi provides pertinent sales,  marketing and sourcing information to both
     corporate and consumer  clientele with  particular  specialization  for the
     manufacturing industry. This is achieved by a patent pending algorithm that
     amalgamates  government economic census data with a domestic  manufacturing
     database of approximately  400,000  manufacturing  firms rendering valuable
     information to the  manufacturing  industry for increasing market share and
     finding prospective clients. Additionally,  Dtomi utilizes an outbound call
     center  and  state  of the art  CSM  software  for  permission  based  lead
     generation  programs.  Dtomi also has  several  other a- la- carte  revenue
     products and services that  promulgates  this data into profitable  revenue
     for any manufacturing company.

     Activities  during the development  stage include  fundraising  activities,
     development  of  proprietary   software  and   intellectual   property  and
     implementation of the business plan.

<PAGE>

     (B)  NET LOSS PER COMMON SHARE

     Basic net income (loss) per common share (Basic EPS) excludes  dilution and
     is computed by dividing net income (loss)  available to common  stockholder
     by the weighted-average number of common shares outstanding for the period.
     Diluted net income per share (Diluted EPS) reflects the potential  dilution
     that could occur if stock options or other  contracts to issue common stock
     were  exercised or converted  into common stock or resulted in the issuance
     of common  stock  that then  shared in the  earnings  of the  Company.  The
     assumed  exercise of common stock  equivalents  was not utilized  since the
     effect was antidilutive.  At March 31, 2002, there were options to purchase
     1,578,779  shares of common  stock  outstanding,  which may  dilute  future
     earnings per share.

NOTE 3    ASSET PURCHASE AND REORGANIZATION OF PREDECESSOR COMPANY
------------------------------------------------------------------

On  January  21,  2002  (the  "Recapitalization  Date"),  pursuant  to an  asset
acquisition agreement, the Company purchased substantially all of the assets and
certain  liabilities  of IMG, in exchange for 9,673,794  shares of the Company's
common  stock  of  which  1,285,656  shares  were to be used to  settle  certain
liabilities  if IMG.  Based on the  8,388,138  shares to be retained by IMG, IMG
obtained an  approximate  58% voting  interest in the  Company.  As IMG obtained
control of Dtomi, the transaction is accounted for as a recapitalization of IMG.
Accordingly,  the operations reflected in the accompanying  financial statements
represent the  historical  operations of IMG and the  operations of Dtomi,  Inc.
from the  Recapitalization  Date.  The assets and  liabilities  reflected in the
accompanying  financial  statements  at March  31,  2002  represent  the  assets
acquired and liabilities  assumed from IMG at historical cost and the assets and
liabilities of Dtomi at historical cost. (See Note 5)

NOTE 4    NOTES AND LOANS PAYABLE AND ACCOUNTS PAYABLE
------------------------------------------------------

On the  Recapitalization  Date, the Company assumed  $910,867 of loans and notes
payable and $315,295 of accounts payable.

In September 2001, the Board of Directors of IMG authorized and offered loan and
note creditors a conversion to common stock of Dtomi,  Inc., at $0.40 per share.
Certain  creditors have verbally  accepted the offer,  however,  as of March 31,
2002 the conversion has not taken place.

On January 14,  2002,  the Company  executed a $15,000  note payable to a former
officer.  The note is due January  21, 2002 and accrues  interest at an unstated
rate. The note, which was in default as of March 31, 2001, is secured by 100,000
common shares from the Company's treasury.

During the three months ended March 31, 2001,  the Company  received  $86,000 of
open advances from a stockholder.

NOTE 5    COMMITMENTS AND CONTINGENCIES
---------------------------------------

     (A)  LIABILITIES AND OTHER COMMITMENTS OF IMG NOT ASSUMED

     The Company has only assumed  certain  liabilities of IMG and has taken the
     position  that as a separate and  distinct  entity from IMG, the Company is
     not  responsible  for  unassumed   liabilities.   The  following  unaudited
     information  provides an estimate of the liabilities of IMG, which were not
     assumed by the Company:

       Accounts payable            $ 397,068
       Accrued liabilities           131,821
                                   ---------
                                   $ 528,889
                                   =========

<PAGE>

     IMG has been issued  200,000  common  shares of Dtomi,  Inc. to be used for
     potential settlement of the above liabilities not assumed (see Note 6(A)).

     In addition,  IMG owes 2,500 shares (as restated for the exchange ratio) of
     common stock to a creditor as a default penalty on a note payable.

     IMG committed to grant options to purchase approximately 102,100 shares (as
     restated for the exchange ratio) of common stock during 2000 and 2001 under
     various  agreements.  As of March 31,  2002,  these  options  have not been
     granted.

NOTE 6    STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------

     (A)  STOCK ISSUANCES

     In  January   2002,   pursuant  to  the   recapitalization,   the  original
     stockholders  of Dtomi  are  deemed to have been  issued  6,099,000  common
     shares of the Company. (See Note 3)

     Pursuant  to the  acquisition  agreement  (See  Note 3),  1,085,656  of the
     1,285,656 common shares are recorded as common stock at par value,  with an
     offsetting charge to additional  paid-in capital since they will be used to
     settle certain  liabilities  assumed by Dtomi. The remaining 200,000 common
     shares were accounted for as a settlement expense at a fair market value of
     $1.61 per share on the  recapitalization  date  resulting  in an expense of
     $322,000.

     In January  2002,  the then  President  of the Company  was granted  15,000
     common shares for services rendered.  The shares were valued at the trading
     price on the grant date resulting in a compensation  expense of $28,350. At
     March 31,  2002,  these  shares had not yet been  issued and are  therefore
     reflected on the accompanying balance sheet as issuable.

     (B)  STOCK OPTIONS

     Officers, employees,  consultants, and directors of the Company are awarded
     options  periodically for the purchase of common stock of the Company under
     the Company's  Non-Qualified  Stock Option and  Restricted  Stock Plan (the
     "Plan")  which  was  effective  September  15,  2000.  The  options,  which
     typically  expire ten years  from the grant date but may expire  earlier as
     determined by the compensation committee of the Board of Directors, vest as
     determined by the  compensation  committee of the Board of Directors.  Upon
     termination of employment,  for any reason other than death, disability, or
     retirement,  all rights to exercise  options shall  terminate 90 days after
     the date of employment termination. The aggregate numbers of shares subject
     to  options  granted or  restricted  stock  offered  under the plan may not
     exceed 25% of the outstanding shares of stock of the Company.

     On January 28, 2002, pursuant to an employment agreement with the Company's
     current president, the Company granted options to purchase 1,578,779 shares
     of its common  stock at an  exercise  price of $.01 per share.  The Company
     valued  the  options  at  their  fair  market  value  of  $2,195,424  to be
     recognized  over the three  year term of the  agreement.  During  the three
     months  ended  March  31,  2002,   the  Company   recognized   $121,968  of
     compensation and $2,073,456 of deferred compensation.

     For financial statement disclosure  purposes,  the fair market value of the
     stock  options  granted to the president was estimated on the date of grant
     using the  Black-Scholes  Model in accordance  with Statement No. 123 using
     the following  assumptions:  expected dividend yield 0%, risk-free interest
     rate of 3.03%, volatility 40% and expected term of two years.

<PAGE>

     (C)  PREFERRED STOCK

     The Company has authorized 25,000,000 shares of preferred stock. The rights
     and  preferences  of the preferred  stock may be determined by the Board of
     Directors at its discretion.

NOTE 7    RELATED PARTIES
-------------------------

The Company had notes and loans  payable to principal  stockholders  and parties
related to those principal  stockholders,  which aggregated  $88,522 as of March
31, 2002.

The Company has $297,134 due to its outside legal counsel firm. The principal of
that firm is a director of the Company.

NOTE 8    GOING CONCERN
-----------------------

As reflected in the accompanying financial statements, the Company has operating
losses  since  inception  of  $4,786,635,   a  deficit  accumulated  during  the
development  stage of  $4,786,635  at March 31,  2002,  cash used in  operations
during the three  months  ended  March 31, 2002 of  $76,552,  a working  capital
deficit of  $1,543,923  at March 31, 2002,  is in default on certain  promissory
notes, and is a development stage company with no current revenues.  The ability
of the Company to  continue as a going  concern is  dependent  on the  Company's
ability to further  implement its business  plan,  raise  capital,  and generate
revenues.

The Company has restructured its management and is seeking additional funding to
implement its business plan. In addition, management is in negotiations with its
creditors to settle  liabilities  with common  stock of the Company.  Management
believes  that  actions  presently  being taken allow the company the ability to
continue as a going concern.

The financial  statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW

Certain  statements  in  this  Quarterly  Report  on  Form  10-QSB,  as  well as
statements made by the Company in periodic press releases,  oral statements made
by the  Company's  officials  to  analysts  and  shareholders  in the  course of
presentations about the company, constitute "forward-looking  statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
forward-looking statements involve known and unknown risks,  uncertainties,  and
other factors that may cause the actual results,  performance or achievements of
the company to be materially  different from any future results,  performance or
achievements  expressed  or  implied by the  forward  looking  statements.  Such
factors  include,   among  other  things,  (1)  general  economic  and  business
conditions;  (2) interest rate changes;  (3) the relative  stability of the debt
and equity markets;  (4) competition;  (5) demographic  changes;  (6) government
regulations;  (7) required accounting changes;  and (9) other factors over which
the Company has little or no control.

References in this document to "Dtomi",  "the  Company",  "we",  "us," and "our"
refer to Dtomi, Inc.

Dtomi  provides  pertinent  sales,  marketing and sourcing  information  to both
corporate  and  consumer  clientele  with  particular   specialization  for  the
manufacturing  industry.  This is achieved by a patent  pending  algorithm  that
amalgamates  government  economic  census  data  with a  domestic  manufacturing
database  of  approximately   400,000  manufacturing  firms  rendering  valuable
information  to the  manufacturing  industry  for  increasing  market  share and
finding  prospective  clients.  Additionally,  Dtomi  utilizes an outbound  call
center and state of the art CSM software for  permission  based lead  generation
programs.  Dtomi also has several other a-la-carte revenue products and services
that  promulgates  this  data  into  profitable  revenue  for any  manufacturing
company.

<PAGE>

Activities  during  the  development  stage  include   fundraising   activities,
development of proprietary software and intellectual property and implementation
of the business plan.

The Company has incurred significant losses since inception, and as of March 31,
2002 had an accumulated  deficit of approximately  $4,787,000.  The Company will
continue to incur losses  until  revenue  grows  sufficiently  to cover  ongoing
operating costs,  including the costs of sales and marketing efforts.  There can
be no  assurances  that this will  occur.  The  Company  has made a  significant
investment in the development of the Company's website, purchase of domain name,
branding, marketing, and maintaining operations.

As of the date of this report, the Company has utilized substantially all of its
available funding. The Company's  continuation as a going concern will depend on
its ability to generate  sufficient cash flow from operations to cover operating
costs,  or to raise  additional  capital.  No  assurance  can be given  that the
Company will be able to generate  adequate  cash flow to fund ongoing  operating
costs or to raise  additional  funds.  Because of an absence of sufficient  cash
flow, the Company has been required to limit operations.

RESULTS OF OPERATIONS

We did not achieve any  revenues  during the three  months ended March 31, 2002,
despite effecting the asset acquisition agreement with IMG.

The Company had no revenues for the quarter  ended March 31, 2002, a decrease of
100% over  revenue of $10,166 for the same period in the prior year,  which were
primarily  attributable to advertising  sales.  The reduction in revenue for the
first quarter of 2002 can be explained generally by the inability of the Company
to develop its  operations  beyond the  development  stage,  the downturn in the
American economy and the erosion of the market for sales, marketing and sourcing
information. More specifically,  the Company has reduced its payroll to only one
employee, John "JT" Thatch, the Company's President, focused on sales, marketing
and sourcing information during the quarter ended March 31, 2002.

The Company had no recorded  cost of sales for the quarter ended March 31, 2002,
a drop of 100%  compared  to costs of $10,166  for the same  period in the prior
year.  This  amount  decreased  in 2002 as a result of changes to the  business,
particularly as a result of fewer employees being focused on selling.

The Company had no sales and marketing  expenses for the quarter ended March 31,
2002, a drop of 100% compared to sales and marketing expenses of $51,762 for the
same period in the prior  year.  This  amount  decreased  in 2002 as a result of
changes  to the  business,  particularly  as a result of fewer  employees  being
focused on selling.

General and  administrative  expenses decreased to $22,946 for the first quarter
of 2002,  a  reduction  of 86% over costs of  $157,285  for the same period last
year.  General and  administrative  expenses  declined  from the prior year as a
result of changes to the business in late 2001,  including a  relocation  in the
Company's offices and  reorganization in management and lower executive payroll.
Company management also made greater efforts to control operating costs in order
to reduce administrative and other expenses. General and administrative expenses
consist primarily of payroll costs for the Company's executive staff, accounting
and administrative personnel,  premises costs for the Company's office and other
general corporate and office expenses.

In connection with the asset acquisition  agreement with IMG, the Company issued
approximately  9,673,794  shares of common  stock,  200,000 of which shares were
issued to settle certain  liabilities of IMG. A settlement  loss of $322,000 was
recognized based on the fair market value of such 200,000 shares.

The Company's  compensation expenses for the first quarter of 2002 was $185,318,
an  increase  of 76%  over  costs of  $46,283  for the same  period  last  year.
Compensation  in the quarter ended March  31,2002,  consisted of (i) $150,318 of
compensation  based on both  issuances  of common  stock and options to purchase
common  stock,  and (ii) $15,000 in the form of a  promissory  note payable to a
former executive of the Company, and (iii) $20,000 cash.

<PAGE>

Professional  fees  increased  to  $240,139  for the first  quarter of 2002,  an
increase of 100% over no such costs for the same period last year.  Professional
fees consist primarily of legal and accounting fees.

Net loss for the three months ended March 31, 2002 amounted to $788,014,  a loss
of $0.06 per share,  compared  to a loss of  $312,152 or $0.03 per share for the
same period in 2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company does not currently  have an adequate  source of reliable,  long-term
revenue to fund operations.  As a result, Dtomi is reliant on outside sources of
capital funding.  There can be no assurances that the Company will in the future
achieve a consistent and reliable  revenue stream adequate to support  continued
operations.  In addition,  there are no assurances that the Company will be able
to secure adequate sources of new capital funding,  whether it be in the form of
share capital, debt, or other financing sources.

Dtomi had cash and cash  equivalents of $9,548 and a working  capital deficit of
$1,543,923 at March 31, 2002. This compares to no cash and cash  equivalents and
a working  capital  deficit of  $1,628,957  at December  31,  2001.  The Company
continued  to incur costs but did not secure  adequate  new revenue to cover the
costs.

RISK RELATED TO THE COMPANY'S BUSINESS

                           NEED FOR ADDITIONAL CAPITAL

The Company has recorded substantial operating losses and, as of March 31, 2002,
has an accumulated  deficit of  approximately  $4,786,635.  The Company does not
currently  have  adequate  cash flow or  existing  revenue to provide  operating
capital  until  December  31,  2002.  The Company is  currently  looking for new
sources  of revenue  that it expects  will help fund  Dtomi's  business  for the
remainder of fiscal 2002. There can be no assurances that this will be achieved.

                        HISTORY OF LARGE OPERATING LOSSES

Since inception, the Company has not had adequate revenue to support operations.
The Company has significantly reduced ongoing operating expenses. However, there
can be no  assurance  that the  Company  will  achieve  positive  cash  flow and
operating profitability.

          SUCCESS DEPENDS ON KEY PERSONNEL; NO "KEY MAN" LIFE INSURANCE

Future  performance  depends on the continued  service of John "JT" Thatch,  the
Company's  President,  and his ability to attract,  train, and retain additional
technical,  marketing,  customer support, and management personnel.  The loss of
Mt. Thatch could negatively  impact the Company,  and there is no "key man" life
insurance in force at this time. Competition for qualified personnel is intense,
and there can be no  assurance  that the Company will retain key  employees,  or
attract and retain other needed personnel.

                            VOLATILITY IN STOCK PRICE

The stock market and especially the stock prices of technology related companies
have been very  volatile.  This  volatility  may not be related to the operating
performance  of  the  companies.   The  broad  market  volatility  and  industry
volatility  may reduce the price of the Company's  stock  without  regard to the
Company's operating  performance.  The market price of the Company's stock could
significantly  decrease  at  any  time  as a  result  of  this  volatility.  The
uncertainty  that results  from such  volatility  can itself  depress the market
price of the Company's stock.

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

On January 28, 2002,  the board of directors  authorized the issuance of options
(the "Stock Options") to purchase 1,578,779 shares of the common stock of Dtomi,
Inc., a Nevada  corporation  (the "Company") to John "JT" Thatch as compensation
for his services as Chief  Executive  Officer,  President  and  Treasurer of the
Company. The Company relied on the exemption from registration  provided by Rule
506 of  Regulation D,  promulgated  pursuant to the  Securities  Act of 1933, as
amended,  in issuing the Stock  Options.  The Stock Options are  exercisable  at
$0.01  per  share  and vest  immediately  upon  the  execution  of that  certain
Employment Agreement, dated January 28, 2002, by and between the Company and Mr.
Thatch.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.   OTHER INFORMATION

On January 21, 2002, the Company effected that certain Asset Purchase  Agreement
(the "Asset Purchase Agreement"),  entered into on January 14, 2002, as amended,
by and between the Company and  International  Manufacturers  Gateway,  Inc.,  a
Delaware corporation ("IMG"), pursuant to which the Company purchased certain of
IMG's assets,  consisting  principally  of business  information  and materials,
software, domain names, customers,  customer lists, databases and patent-pending
technology in exchange for 9,673,794 shares of common stock of the Company.  The
Asset  Purchase  Agreement,  the  transactions   contemplated  thereby  and  the
consequences  thereof are further described as reported in the Company's Current
Report on Form 8-K (File No. 000-27277) filed with the Commission on January 29,
2002,  which report was amended on Form 8-K/A filed with the Commission on April
5, 2002.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

All exhibits  included in this report are  incorporated  by  reference.  See the
Exhibit List below for all such exhibits.

(b)  Reports on Form 8-K

     (1)  On January 29, 2002,  the Company  filed a Current  Report on Form 8-K
disclosing, under Item 1, a change in control of the Company as a result of that
certain  Asset  Purchase  Agreement  dated  January 14, 2002, by and between the
Company  and  IMG  (the  "APA"),  and  under  Items  2 and 5,  the  transactions
contemplated by the APA and the consequences thereof.

     (2)  On March 6,  2002,  the  Company  filed a  Current  Report on Form 8-K
disclosing, under, Item 4, a change in the Company's principal accountants.

     (3)  On March 21, 2002, the Company filed an amended Current Report on Form
8-K/A,  amending  the  Current  Report  on Form 8-K  filed  on  March  6,  2002,
disclosing under Item 4 a change in the Company's principal accountants.

     (4)  On April 5, 2002, the Company filed an amended  Current Report on Form
8-K/A,  amending  the  Current  Report on Form 8-K filed on  January  29,  2002,
disclosing  under Item 1, a change in control of the  Company as a result of the
APA,  and under Items 2 and 5, the  transactions  contemplated  by the APA,  the
consequences thereof.

<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                        Dtomi, Inc.
                                        (Name of Registrant)


Date: May 20, 2002                      By: /s/ John "JT" Thatch
                                            ------------------------------------
                                            Name: John "JT" Thatch
                                            Title: Chief Executive Officer,
                                                   President and Treasurer

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                                Title
--------------------------------------------------------------------------------

3.1.1     Articles of Incorporation of the Company (incorporated by reference to
          the  Company's  Registration  Statement  on Form 10-SB  12G/A filed on
          November 26, 1999)

3.1.2     Certificate of Amendment to Articles of  Incorporation  of the Company
          (incorporated by reference to the Company's  Registration Statement on
          Form 10-SB 12G/A filed on November 26, 1999)

3.1.3     Certificate of Amendment to Articles of  Incorporation  of the Company
          filed  October 25, 2001  (incorporated  by reference to the  Company's
          Quarterly Report on Form 10-QSB filed on December 18, 2001)

  3.2     Bylaws of the Company  (incorporated  by  reference  to the  Company's
          Registration Statement on Form 10-SB 12G/A filed on November 26, 1999)

 10.1     Dtomi,  Inc. 2001 Stock Option Plan  (incorporated by reference to the
          Company's Quarterly Report on Form 10-QSB filed on December 18, 2001)

 10.2     International  Manufacturers  Gateway,  Inc.  2000 Stock  Option  Plan
          (incorporated  by reference to the Company's  Quarterly Report on Form
          10-QSB filed on December 18, 2001)

 10.3     Agreement and Plan of Merger, dated October 24, 2001, by and among the
          Copper Valley Minerals Ltd., International Manufacturers Gateway, Inc.
          and  Dtomi  Acquisition  Corp.   (incorporated  by  reference  to  the
          Company's Current Report on Form 8-K filed on November 7, 2001)

 10.4     Stock Purchase  Agreement,  dated  September 24, 2001, by and among J.
          Stephen  Barley,  Sarah Dankert,  Michael  Schliman,  Zaida Torres and
          Copper  Valley  Minerals  Ltd.   (incorporated  by  reference  to  the
          Company's Current Report on Form 8-K filed on October 11, 2001)

 10.5     Employment  Agreement,  dated  January  28,  2002,  by and between the
          Company  and  John  "JT"  Thatch  (incorporated  by  reference  to the
          Company's Current Report on Form 8-K filed on October 11, 2001)